Downer Group Annual General Meeting 5 November 2014
Emergency assembly point 2
Downer Group Annual General Meeting 3
Downer Group Annual General Meeting Chairman’s Address 4
Downer Group Annual General Meeting CEO and Managing Director’s Report 5
Resolutions 6
Item 1 To consider and receive the Financial Report, the Directors’ Report and the Independent Auditor’s Report of Downer for the year ended 30 June 2014. 7
Item 2 To consider and, if thought fit, pass the following ordinary resolution: “That Mr R M Harding, who was appointed as a Non-executive Director of the Company on 1 July 2008 and, in accordance with Rule 3.6 of the Company’s Constitution and being eligible, offers himself for re-election, is elected as Non- executive Director of Downer.” 8
Item 2 – Proxies Voted % FOR 342,693,986 98.9 AGAINST 2,976,000 0.9 ABSTAIN 932,446 n/a OPEN – USABLE 840,990 0.2 9
Item 3 To consider and, if thought fit, pass the following ordinary resolution: “That the Remuneration Report for the year ended 30 June 2014 be adopted.” 10
Item 3 – Proxies Voted % FOR 340,585,694 98.6 AGAINST 4,239,026 1.2 ABSTAIN 1,458,742 n/a OPEN – USABLE 792,936 0.2 OPEN – 7,024 0.0 CONDITIONAL Notes: • This resolution is advisory only and does not bind Downer or the Directors. The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing Downer’s • remuneration policies. • If 25% or more of votes that are cast are voted against this resolution and at the 2015 Annual General Meeting 25% or more of the votes cast are also against the adoption of the Remuneration Report, shareholders will be required to vote at the 2015 Annual General Meeting on a resolution that another meeting be held within 90 days at which all of Downer’s directors (other than the Managing Director and Chief Executive Officer) must stand f or re-election. A vote on this resolution must not be cast by or on behalf of a member of the key management personnel of the company, details of whose remuneration are • included in the Remuneration Report (KMP), or by any of their closely related parties (such as certain of their family members, dependents and companies they control). However, this does not prevent KMPs or any of their closely related parties from voting as a proxy for a person who is not a member of the KMP in accordance with a direction as to how the proxy is to vote on this resolution. 11
Item 4a To consider and, if thought fit, pass the following ordinary resolution: “That approval is given to the grant of performance rights pursuant to the Company’s LTI Plan and the acquisition of shares on vesting by issue or by transfer as the Managing Director’s long -term incentive for 2014 on the basis described in the Explanatory Memorandum to the Notice of Meeting.” 12
Item 4a – Proxies Voted % FOR 343,483,693 99.1 AGAINST 2,217,978 0.7 ABSTAIN 935,061 n/a OPEN – USABLE 799,666 0.2 OPEN – 7,024 0.0 CONDITIONAL Notes: • A member of the KMP for the Downer Group and their closely related parties must not vote as proxy on this resolution unless the proxy appointment specifies the way the proxy is to vote on the resolution. However, the Chairman of the meeting may vote an undirected proxy if the proxy appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP for the Downer Group. 13
Item 4b To consider and, if thought fit, pass the following ordinary resolution: “That approval is given to the grant of performance rights pursuant to the Company’s LTI Plan and the acquisition of shares on vesting by issue or by transfer as the Managing Director’s long -term incentive for 2015 on the basis described in the Explanatory Memorandum to the Notice of Meeting.” 14
Item 4b – Proxies Voted % FOR 342,252,556 98.8 AGAINST 3,450,988 1.0 ABSTAIN 938,826 0.0 OPEN – USABLE 794,028 0.2 OPEN – 7,024 0.0 CONDITIONAL Notes: A member of the KMP for the Downer Group and their closely related parties must not vote as proxy on this resolution unless the proxy appointment specifies • the way the proxy is to vote on the resolution. However, the Chairman of the meeting may vote an undirected proxy if the proxy appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of KMP for the Downer Group. 15
Item 5 To consider and, if thought fit, pass the following ordinary resolution: “That KPMG, having consented to do so, be appointed to act as auditor of the Company, with effect from the conclusion of the 2014 Annual General Meeting.” 16
Item 5 – Proxies Voted % FOR 345,415,982 99.7 AGAINST 217,964 0.1 ABSTAIN 939,783 n/a OPEN – USABLE 869,693 0.2 17
Poll 18
Please join us in the foyer for refreshments 19
Disclaimer Reliance on third party information This presentation may contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. No responsibility, warranty or liability is accepted by the Company, its officers, employees, agents or contractors for any errors, misstatements in or omissions from this Presentation. Presentation is a summary only This Presentation is information in a summary form only and does not purport to be complete. It should be read in conjunction with the Company’s 2014 financial report. Any information or opinions expressed in this Presentation are subject to change without notice and the Company is not under any obligation to update or keep current the information contained within this Presentation. Not investment advice This Presentation is not intended and should not be considered to be the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. The information provided in this Presentation has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs. Each party to whom this Presentation is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary. No offer of securities Nothing in this Presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell Company securities in any jurisdiction. Forward looking statements This Presentation may include forward-looking statements. Although the Company believes the expectations expressed in such forward- looking statements are based on reasonable assumptions, these statements are not guarantees or predictions of future performance, and involve both known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. As a result, actual results or developments may differ materially from those expressed in the statements contained in this Presentation. Investors are cautioned that statements contained in this Presentation are not guarantees or projections of future performance and actual results or developments may differ materially from those projected in forward-looking statements. No liability To the maximum extent permitted by law, neither the Company nor its related bodies corporate, directors, employees or agents, nor any other person, accepts any liability, including without limitation any liability arising from fault or negligence, for any direct, indirect or consequential loss arising from the use of this Presentation or its contents or otherwise arising in connection with it. 20
Downer Group Annual General Meeting 5 November 2014
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